Legal

CDPO Learner Commercial License Agreement for vDPO

Certified Data Protection Officer Programme  ·  Operated by Alcertis Education Ventures Private Limited

This CDPO Learner Commercial License Agreement (“Agreement”) governs access to and use of the vDPO platform by learners enrolled in the Certified Data Protection Officer programme (“CDPO Programme”) offered by ALCERTIS EDUCATION VENTURES PRIVATE LIMITED (“ALCERTIS”).

By accessing or using vDPO, the learner agrees to be bound by this Agreement.

1. Parties

This Agreement is entered into between:

ALCERTIS EDUCATION VENTURES PRIVATE LIMITED, including its owners, directors, employees, trainers, developers, affiliates, representatives and authorised partners (“ALCERTIS”); and

the individual enrolled in the CDPO Programme who is granted access to vDPO (“Learner”).

ALCERTIS and the Learner are individually referred to as a “Party” and collectively as the “Parties”.

2. Purpose of Access

vDPO is a privacy compliance support platform designed to help users understand, plan, document and manage data protection compliance activities.

Access to vDPO is provided to CDPO learners for practical training using fictional, simulated, or training-only clients. The access is intended to support learning and practice in privacy compliance concepts, including compliance planning, control mapping, policy generation, policy comparison, documentation, evidence tracking, DPIA support, gap assessment and report preparation.

This Agreement does not permit the Learner to use vDPO for real clients, live client data, commercial assignments, or actual client deliverables unless a separate written agreement is entered into with ALCERTIS.

3. Free Access as Part of CDPO Programme

The Learner receives access to vDPO free of cost as part of their enrolment in the CDPO Programme.

The vDPO access is provided as an additional programme benefit and does not constitute a separate paid software purchase, subscription, ownership transfer, or source code licence.

ALCERTIS may specify access timelines, technical access procedures, usage limits, AI credit limits and other operational conditions from time to time.

4. Grant of License

Subject to this Agreement, ALCERTIS grants the Learner a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable learner license to access and use vDPO during the license term.

The Learner may use vDPO:

  1. for learning and training purposes;
  2. for practical privacy compliance exercises;
  3. for fictional, simulated, or training-only client assignments;
  4. to generate documents, checklists, reports, policies, controls and other outputs for training purposes only;
  5. to use AI-powered features where available, subject to applicable AI credit limits and usage terms.

This license is granted only to the individual Learner enrolled in the CDPO Programme and may not be shared with any other person, entity, employer, firm, client, colleague, student, consultant, or third party.

The Learner shall not use vDPO for any real client, live organisation, commercial assignment, professional engagement, paid advisory work, actual compliance project, or client deliverable unless a separate written agreement is entered into with ALCERTIS for such use.

5. License Term

The license term shall be 2 years from the date on which vDPO access is activated for the Learner, unless suspended or terminated earlier under this Agreement.

Access after the expiry of the license term shall be subject to ALCERTIS’s then-current renewal, upgrade, or licensing terms.

6. Training Client Usage and Real Client Restriction

The Learner may use vDPO during the license term for up to 5 fictional, simulated, or training-only clients created for learning and practice purposes.

For the purpose of this Agreement, “training client” means a fictional, simulated, sample, mock, or academic client profile used only for training, assessment, demonstration, or practice within the CDPO Programme.

This Agreement does not permit use of vDPO for any real client, live organisation, actual commercial assignment, paid or unpaid professional engagement, real compliance project, or client deliverable.

Before the Learner uses vDPO for any real client or commercial assignment, the Learner must enter into a separate written agreement with ALCERTIS. Such agreement may specify commercial terms, client limits, AI credit terms, responsibility for client data, indemnity, support terms and any additional restrictions applicable to real client use.

The Learner shall not upload, enter, process, analyse, store, or generate outputs from real client data, personal data, confidential information, business records, contracts, policies, employee data, customer data, vendor data, or other live organisational information under this Agreement.

7. License Restrictions

The Learner shall not:

  1. use vDPO for real clients or commercial assignments without entering into a separate written agreement with ALCERTIS;
  2. upload, process, analyse, store, or generate outputs from real client data, live organisational data, personal data, confidential information, contracts, policies, employee data, customer data, vendor data, or other actual business records under this Agreement;
  3. represent training outputs generated under this Agreement as professional advice, final compliance documents, audit-ready deliverables, or client-ready work product;
  4. sell, resell, rent, lease, sublicense, assign, distribute, transfer, or commercially exploit access to vDPO except as expressly permitted;
  5. provide vDPO access to any third party;
  6. share login credentials or permit use by another person;
  7. white-label, rebrand, copy, reproduce, or represent vDPO as the Learner’s own platform;
  8. deploy vDPO on the Learner’s own server, cloud, hosting environment, or infrastructure;
  9. access, copy, extract, scrape, download, reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, datasets, prompts, workflows, controls, templates, or methodologies of vDPO;
  10. remove or obscure ALCERTIS’s branding, copyright notices, disclaimers, or proprietary notices;
  11. use vDPO to create a competing product, service, dataset, training programme, compliance tool, or software platform;
  12. use vDPO for unlawful, misleading, fraudulent, harmful, abusive, defamatory, unethical, or unauthorised purposes;
  13. upload or process data in violation of applicable laws, contractual obligations, confidentiality obligations, professional obligations, or client instructions;
  14. interfere with the security, integrity, performance, availability, or operation of vDPO.

8. AI-Powered Features and AI Credits

Certain vDPO features may use AI assistance, including policy generation, policy comparison, document review, DPIA drafting support, gap analysis explanations, compliance report drafting and other AI-enabled functions.

AI-powered features may be subject to AI credits, usage limits, model availability, processing limits, rate limits, fair usage restrictions and other technical or commercial conditions.

ALCERTIS may provide certain AI credits as part of the CDPO Programme or may allow the Learner to purchase additional credits.

AI credits are not cash balances, bank balances, stored value instruments, or refundable deposits. They represent limited usage rights for AI-powered features within vDPO.

ALCERTIS may determine or revise the number of credits consumed for each AI-powered task based on document size, task type, model used, processing requirement, system cost, or other operational factors.

Unused AI credits may expire as per the applicable credit terms notified by ALCERTIS.

AI credits cannot be transferred, resold, exchanged for cash, assigned to another user, or used outside vDPO.

9. Nature of AI Outputs

All AI-assisted outputs generated through vDPO are draft, assistive and informational in nature.

AI outputs may be incomplete, inaccurate, outdated, unsuitable, or inappropriate for a particular client, organisation, jurisdiction, industry, transaction, regulatory position, or factual context.

The Learner must independently review, verify, modify and approve all outputs before relying on them or sharing them with any client, regulator, auditor, court, authority, employer, organisation, or third party.

The Learner shall not represent any AI output as final legal advice, regulatory advice, audit certification, professional opinion, official compliance certification, or guaranteed compliance determination.

10. No Professional Advice or Compliance Guarantee

vDPO is a compliance support platform. It does not provide legal advice, regulatory advice, tax advice, audit certification, cybersecurity certification, professional opinion, or any guarantee of compliance.

Use of vDPO does not guarantee that any Learner, client, organisation, policy, process, document, system, contract, control, report, filing, or compliance programme complies with any law, rule, regulation, standard, guideline, contractual obligation, or regulatory expectation.

The Learner is solely responsible for applying professional judgment and obtaining appropriate legal, technical, audit, cybersecurity, or regulatory advice where required.

11. Prohibition on Real Client Data, Personal Data and Confidential Information

The Learner shall not upload, enter, process, analyse, store, or generate outputs from real client data, personal data, confidential information, business records, contracts, policies, employee information, customer information, vendor information, audit materials, or live compliance documents under this Agreement.

This includes client data, personal data, sensitive personal data, confidential information, trade secrets, contracts, policies, business records, employee information, vendor information, customer information, audit materials and compliance documents.

The Learner represents and warrants that any data, document, or information uploaded under this Agreement is fictional, simulated, sample, mock, or training-only material and does not contain real client data, personal data, confidential information, business records, contracts, policies, employee information, customer information, vendor information, audit materials, or live compliance documents.

The Learner shall not upload or process any data through vDPO where doing so would breach applicable law, confidentiality obligations, professional obligations, contractual obligations, client instructions, employer policies, data protection obligations, or ethical duties.

12. Privacy and Data Processing Terms

Where the Learner uploads or processes any data through vDPO, the Learner is responsible for ensuring that such data is fictional, simulated, sample, mock, or training-only data.

The Learner shall ensure that:

  1. real personal data is not uploaded or processed under this Agreement;
  2. real client data or live organisational data is not uploaded or processed under this Agreement;
  3. confidential or sensitive information is not uploaded or processed under this Agreement;
  4. training data is clearly fictional, simulated, sample, mock, or academic in nature;
  5. training outputs are not represented as client-ready, audit-ready, final, or professional deliverables;
  6. outputs generated through vDPO are used only for learning, assessment, demonstration, or practice purposes under this Agreement;
  7. any use for real clients is undertaken only after a separate written agreement is entered into with ALCERTIS.

ALCERTIS may process data submitted through vDPO for the limited purposes of providing platform access, enabling platform functionality, operating AI-powered features, maintaining security, preventing misuse, supporting users, improving system performance, maintaining audit logs, enforcing this Agreement and complying with law.

Where AI-powered features are used, data submitted for AI processing may be transmitted to ALCERTIS-managed AI service providers, model providers, infrastructure providers, or technical service providers as required to deliver the relevant functionality.

The Learner is responsible for ensuring that any such use is limited to fictional, simulated, sample, mock, or training-only data unless a separate written agreement has been entered into with ALCERTIS for real client or commercial use.

ALCERTIS may maintain logs relating to usage, access, AI credit consumption, system performance, security events, error reports and misuse detection.

ALCERTIS shall use reasonable efforts to maintain appropriate technical and organisational safeguards, but the Learner acknowledges that no software platform, AI system, cloud service, internet transmission, or digital system can be guaranteed to be completely secure, uninterrupted, error-free, or immune from unauthorised access.

13. User Conduct

The Learner shall use vDPO responsibly, lawfully and professionally.

The Learner shall not:

  1. upload malware, viruses, spyware, harmful code, unlawful content, stolen data, or unauthorised data;
  2. use vDPO to infringe intellectual property, privacy, confidentiality, contractual, or other rights;
  3. attempt unauthorised access to vDPO, related systems, databases, accounts, APIs, prompts, workflows, datasets, or AI integrations;
  4. overload, disrupt, scan, test, attack, or interfere with the platform;
  5. bypass usage limits, client limits, credit systems, access controls, authentication controls, or security measures;
  6. misrepresent outputs generated through vDPO;
  7. falsely claim that ALCERTIS has reviewed, approved, certified, endorsed, or guaranteed any client work;
  8. use vDPO for spam, surveillance, unlawful profiling, discrimination, deception, harassment, or other harmful conduct;
  9. use vDPO in a manner that may expose ALCERTIS to legal, regulatory, reputational, operational, financial, or security risk.

14. Learner Responsibilities

The Learner is solely responsible for:

  1. maintaining confidentiality of login credentials;
  2. all activity conducted through their account;
  3. ensuring that use is limited to fictional, simulated, or training-only clients under this Agreement;
  4. verifying all platform and AI-generated outputs;
  5. ensuring that no real client data, personal data, confidential information, or live organisational data is uploaded under this Agreement;
  6. entering into a separate written agreement with ALCERTIS before using vDPO for real client or commercial work;
  7. complying with applicable laws and professional obligations;
  8. maintaining their own records and training files;
  9. determining whether outputs are suitable for learning, assessment, demonstration, or practice purposes;
  10. ensuring that vDPO outputs are not represented as final professional advice, legal advice, audit certification, or guaranteed compliance documentation.

15. Intellectual Property Ownership

All intellectual property rights in vDPO remain with ALCERTIS or its licensors.

This includes the platform, software, source code, object code, workflows, prompts, compliance datasets, controls, templates, law mappings, reports, dashboards, documentation, designs, user interface, methodologies, training materials, AI configurations, databases, branding, trademarks and related materials.

No ownership rights are transferred to the Learner.

The Learner receives only a limited right to use vDPO in accordance with this Agreement.

The Learner shall not claim ownership over vDPO or any part of its underlying system, methodology, data structure, compliance dataset, prompt architecture, control framework, or generated template library.

16. Outputs Generated by the Learner

Subject to ALCERTIS’s ownership of the underlying platform, templates, structures, methodologies and system-generated components, the Learner may use outputs generated through vDPO for permitted learning and training purposes under this Agreement.

The Learner is responsible for ensuring that such outputs are reviewed, customised and used only for fictional, simulated, sample, mock, academic, assessment, demonstration, or practice purposes.

The Learner shall not use generated outputs as professional advice, final client deliverables, audit-ready documentation, regulatory filings, compliance certifications, or client-ready work product unless a separate written agreement is entered into with ALCERTIS.

The Learner shall not use generated outputs to create or train a competing platform, dataset, template library, AI system, software product, or compliance automation tool.

17. Audit Rights

ALCERTIS may audit, review, monitor, or verify the Learner’s use of vDPO for the purpose of ensuring compliance with this Agreement.

This may include review of usage logs, training client workspace counts, AI credit usage, access logs, system activity, account activity, export activity, security events and other platform records.

ALCERTIS may require the Learner to provide reasonable information or confirmation regarding usage, training client count, account access, suspected misuse, or compliance with this Agreement.

If ALCERTIS reasonably believes that the Learner has exceeded permitted usage, used vDPO for real client work without a separate written agreement, uploaded real client data, uploaded personal data, or violated this Agreement, ALCERTIS may suspend access, require corrective action, charge additional fees, terminate access, or pursue other available remedies.

18. Payment and Credits

Access to vDPO under this Agreement is provided free of cost as part of the CDPO Programme.

However, certain usage-based or optional items may be separately chargeable, including additional AI credits, extended access, upgraded license rights, renewal access, support services, custom reports, additional law packs, or other premium features.

All separately purchased AI credits, add-ons, renewals, or upgrades shall be governed by the applicable payment terms notified by ALCERTIS at the time of purchase.

Unless expressly stated otherwise in writing, all fees paid for AI credits, add-ons, upgrades, renewals, or extended access are non-refundable.

ALCERTIS may suspend chargeable features where payment is failed, reversed, disputed, delayed, or suspected to be fraudulent.

Any use of vDPO for real clients, commercial assignments, live client data, or professional deliverables shall require a separate written agreement with ALCERTIS and may be subject to separate fees, AI credits, client limits, usage terms, support terms and indemnity obligations.

19. Suspension

ALCERTIS may suspend the Learner’s access to vDPO immediately if:

  1. the Learner violates this Agreement;
  2. ALCERTIS detects or suspects misuse;
  3. the Learner exceeds permitted training client usage;
  4. the Learner uses vDPO for real client or commercial work without a separate written agreement;
  5. the Learner uploads real client data, personal data, confidential information, or live organisational data;
  6. credentials are shared or compromised;
  7. security risk is detected;
  8. unlawful or unauthorised data processing is suspected;
  9. payment for chargeable features fails;
  10. ALCERTIS is required to do so by law, regulator, court order, service provider, or technical necessity;
  11. continued access may create legal, security, operational, financial, reputational, or commercial risk for ALCERTIS.

Suspension may apply to all or part of vDPO, including AI-powered features.

20. Termination

ALCERTIS may terminate this Agreement and revoke access to vDPO if:

  1. the Learner materially breaches this Agreement;
  2. the Learner misuses vDPO;
  3. the Learner attempts to reverse engineer, copy, scrape, extract, or replicate vDPO;
  4. the Learner shares access with unauthorised persons;
  5. the Learner exceeds the permitted training client limit;
  6. the Learner uses vDPO for real client or commercial work without entering into a separate written agreement with ALCERTIS;
  7. the Learner uploads real client data, personal data, confidential information, or live organisational data;
  8. the Learner uses vDPO for unlawful, unethical, misleading, or unauthorised purposes;
  9. the Learner infringes ALCERTIS’s intellectual property rights;
  10. the Learner creates legal, regulatory, operational, reputational, or security risk for ALCERTIS;
  11. the CDPO Programme enrolment is cancelled due to violation of programme terms.

The Learner may stop using vDPO at any time, but this shall not entitle the Learner to any refund, compensation, extension, credit, or replacement benefit.

21. Consequences of Termination or Expiry

Upon termination or expiry of this Agreement:

  1. the Learner’s access to vDPO shall cease;
  2. the Learner shall stop using vDPO immediately;
  3. the Learner shall not access, use, copy, store, export, or exploit platform materials except for training outputs lawfully generated before termination;
  4. unused AI credits may expire and shall not be refunded unless ALCERTIS expressly agrees otherwise;
  5. ALCERTIS may delete, restrict, archive, or disable access to account data in accordance with its data retention practices;
  6. all provisions relating to intellectual property, confidentiality, data responsibility, disclaimers, indemnity, limitation of liability, audit rights, governing law and jurisdiction shall survive.

The Learner is responsible for exporting or retaining any permitted training outputs before expiry or termination, subject to platform functionality and ALCERTIS’s applicable policies.

22. Disclaimers

vDPO is provided on an “as is” and “as available” basis.

ALCERTIS does not warrant that vDPO will be uninterrupted, error-free, fully secure, accurate, complete, up to date, suitable for every jurisdiction, suitable for every client, compatible with every system, or free from defects.

ALCERTIS does not warrant that any output generated through vDPO will be legally sufficient, regulator-approved, court-approved, audit-approved, commercially suitable, or compliant with any specific law, regulation, standard, contract, policy, or professional requirement.

ALCERTIS may update, modify, remove, restrict, suspend, replace, or discontinue any feature, tool, law pack, AI model, template, workflow, credit mechanism, or functionality at its discretion.

23. Limitation of Liability

To the maximum extent permitted by law, ALCERTIS, its directors, employees, trainers, developers, affiliates, representatives, licensors and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, commercial, regulatory, professional, reputational, business, data-related, or financial loss arising out of or connected with vDPO or this Agreement.

This includes loss of profits, loss of business, loss of opportunity, loss of goodwill, loss of data, data breach, confidentiality breach, client claim, regulatory penalty, audit failure, professional negligence claim, legal proceeding, business interruption, system failure, AI error, inaccurate output, incomplete output, or reliance on any output generated through vDPO.

Where liability cannot be fully excluded under applicable law, ALCERTIS’s total aggregate liability shall be limited to the amount actually paid by the Learner specifically for vDPO access under this Agreement.

Since vDPO access under this Agreement is provided free of cost as part of the CDPO Programme, ALCERTIS’s total aggregate liability for vDPO access shall be limited to INR 1,000.

24. Indemnity

The Learner shall indemnify, defend and hold harmless ALCERTIS, its directors, employees, trainers, developers, affiliates, representatives, licensors and service providers from and against all claims, demands, notices, losses, damages, penalties, liabilities, costs, expenses and legal proceedings arising out of or connected with:

  1. the Learner’s use of vDPO;
  2. use of vDPO for any real client or commercial assignment without a separate written agreement with ALCERTIS;
  3. use, upload, processing, disclosure, storage, sharing, or handling of real client data, personal data, confidential information, documents, records, reports, policies, contracts, or other materials;
  4. breach of applicable law by the Learner;
  5. breach of confidentiality, privacy, professional, contractual, ethical, or client obligations by the Learner;
  6. reliance on outputs generated through vDPO;
  7. modification, sharing, publication, or delivery of outputs to any client, authority, regulator, auditor, court, employer, or third party;
  8. misuse of AI-powered features;
  9. unauthorised access, credential sharing, or security breach caused by the Learner;
  10. breach of this Agreement;
  11. infringement or alleged infringement of third-party rights caused by the Learner’s use of vDPO.

This indemnity shall survive expiry or termination of this Agreement.

25. Confidentiality

The Learner shall keep confidential any non-public information relating to vDPO, including platform workflows, screenshots, prompts, datasets, controls, templates, technical processes, pricing, access methods, training materials, commercial terms and internal documentation.

The Learner shall not disclose, publish, reproduce, share, or distribute confidential information relating to vDPO except as expressly permitted by ALCERTIS.

26. Updates and Modifications

ALCERTIS may update vDPO, this Agreement, usage rules, AI credit rules, access limits, feature availability, platform policies, privacy terms, support terms, or operational requirements from time to time.

Continued use of vDPO after any notified change shall constitute acceptance of the updated terms.

If the Learner does not agree with the updated terms, the Learner must stop using vDPO.

27. Third-Party Services and AI Providers

vDPO may use third-party services, APIs, infrastructure providers, model providers, analytics tools, hosting providers, security tools, communication tools, payment providers, or other technical service providers.

ALCERTIS is not responsible for failures, delays, restrictions, outages, errors, policy changes, pricing changes, model behaviour, or service discontinuation by third-party providers.

AI-powered features may change based on availability, cost, safety restrictions, provider policies, model performance, or technical limitations.

28. Assignment

The Learner shall not assign, transfer, delegate, or otherwise deal with any rights or obligations under this Agreement without ALCERTIS’s prior written consent.

ALCERTIS may assign or transfer its rights and obligations under this Agreement to any affiliate, successor, acquirer, business transferee, technology partner, or entity involved in restructuring, merger, acquisition, sale, or transfer of business.

29. Force Majeure

ALCERTIS shall not be liable for any delay, failure, interruption, data loss, service unavailability, or inability to perform caused by events beyond its reasonable control.

This includes internet failure, hosting failure, cyberattack, service provider failure, API outage, AI provider outage, power failure, natural disaster, pandemic, war, riot, government action, court order, regulatory restriction, labour disruption, technical failure, or other force majeure event.

30. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.

31. Jurisdiction

Subject to the dispute resolution clause below, the courts at Pune, Maharashtra, India shall have exclusive jurisdiction over all disputes arising out of or connected with this Agreement, vDPO, CDPO learner access, AI credits, platform usage, or related matters.

32. Dispute Resolution

The Parties shall first attempt to resolve any dispute through good faith discussions.

If the dispute is not resolved within 30 days from the date on which one Party notifies the other Party of the dispute, the dispute may be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The seat and venue of arbitration shall be Pune, Maharashtra, India.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties are unable to agree on the appointment of the sole arbitrator, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.

The language of arbitration shall be English.

The arbitral award shall be final and binding on the Parties.

Nothing in this clause shall prevent ALCERTIS from seeking urgent injunctive, equitable, or protective relief before a court of competent jurisdiction for intellectual property misuse, unauthorised access, data misuse, confidentiality breach, reverse engineering, platform abuse, or other urgent matters.

33. Notices

ALCERTIS may send notices, updates, usage communications, policy changes, suspension notices, termination notices, or other communications through email, platform notification, WhatsApp, SMS, website notice, learning portal notice, or any other contact method provided by the Learner.

The Learner is responsible for keeping their contact details updated.

34. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

The invalid or unenforceable provision shall be replaced or interpreted in a manner that most closely reflects the original commercial and legal intention.

35. Waiver

Failure or delay by ALCERTIS in exercising any right, remedy, power, or privilege under this Agreement shall not operate as a waiver.

A waiver shall be valid only if provided in writing.

36. Entire Agreement

This Agreement, along with applicable CDPO Programme terms, AI credit terms, privacy policies, usage rules and any specific written terms notified by ALCERTIS, constitutes the entire agreement governing the Learner’s access to and use of vDPO.

In case of conflict between this Agreement and general promotional material, this Agreement shall prevail.

37. Acceptance

By accessing or using vDPO, the Learner confirms that they have read, understood and agreed to this Agreement.

The Learner further confirms that access under this Agreement is limited to fictional, simulated, or training-only clients and that use for real clients, commercial assignments, live client data, or professional deliverables requires a separate written agreement with ALCERTIS.